Terms of Service

1. Definitions

2. The Service

2.1 Hidbrain Ltd grants you a non-exclusive, non-transferable, revocable licence to access and use the Service during the Subscription Term solely for your internal business purposes, subject to these Terms.

2.2 The Service is provided as a software-as-a-service offering. We reserve the right to modify, update or discontinue features with reasonable notice (except where required by law, regulation or security). We will use reasonable endeavours to notify you of material changes at least 30 days in advance.

2.3 We aim for 99.5% monthly uptime, excluding scheduled maintenance (notified at least 24 hours in advance), emergency security maintenance, and outages caused by third-party providers or events beyond our reasonable control.

2.4 AI-assisted document extraction is provided as a best-efforts feature. You acknowledge that AI output may contain errors and you remain solely responsible for verifying extracted data before relying on it for business decisions.

2.5 Optional Add-ons (such as SMS & WhatsApp Notifications) extend the Service with additional capabilities. Add-ons are available on all Subscription Plans and are billed as separate recurring subscriptions. Delivery of SMS and WhatsApp messages depends on third-party telecommunications providers; we do not guarantee delivery in all regions or on all networks. Add-ons may be cancelled independently of your Subscription Plan at any time.

3. Account Registration & Security

3.1 You must provide accurate, current and complete registration information and maintain it accordingly.

3.2 You are responsible for maintaining the confidentiality of your login credentials and for all activity under your Account. You must notify us immediately at legal@hidbrain.com if you suspect any unauthorised use.

3.3 You may only create one Account per organisation unless otherwise agreed in writing. You may not share login credentials between individuals.

3.4 You must be at least 18 years of age and have the legal authority to enter into these Terms on behalf of yourself or the organisation you represent.

4. Acceptable Use

You must not, and must procure that Authorised Users do not:

• use the Service to process unlawful, defamatory, fraudulent, or malicious content;
• attempt to gain unauthorised access to our systems or another user's data;
• reverse-engineer, decompile or create derivative works from the Service;
• use the Service to transmit spam, malware or harmful code;
• resell, sublicence or provide the Service on a bureau or managed-service basis to third parties without our written consent;
• use automated scripts to scrape, copy or extract data from the Service at scale;
• circumvent any usage limits, security controls or contractual obligations;
• use the Service in any way that infringes intellectual property rights, privacy rights, or applicable law.

We reserve the right to suspend or terminate your access immediately if we reasonably believe you are in material breach of this Section 4, without prejudice to any other remedies available to us.

5. Fees, Billing & Payment

5.1 Subscription Fees. Fees are charged in USD on the basis of your selected Subscription Plan:

5.2 Payment. Fees are billed monthly in advance via Stripe. You authorise us to charge the payment method on file on each billing date. All prices are exclusive of applicable taxes. Where required by law, applicable taxes (including VAT for UK customers at the prevailing rate, or GST/sales tax for other jurisdictions) will be collected at checkout by Stripe.

5.3 Late Payment. Overdue amounts accrue interest at 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, from the due date until payment is received.

5.4 Price Changes. We will give you at least 30 days' notice before increasing Fees. Continued use of the Service after the effective date constitutes acceptance.

5.5 Free Plan. The Free Plan is provided without charge and without any service level commitments. We reserve the right to modify or discontinue the Free Plan with 30 days' notice.

5.6 Add-on Fees. Optional Add-ons are charged as separate recurring monthly subscriptions in addition to your Subscription Plan Fee. The current Add-on pricing is:

Add-ons are available on all Subscription Plans. Cancelling an Add-on takes effect at the end of the current billing period and does not affect your Subscription Plan.

6. Cancellation & Termination

6.1 You may cancel your subscription at any time via your account billing settings. Cancellation takes effect at the end of the current billing period; no refund is issued for the remainder of that period.

6.2 We may terminate or suspend your Account immediately if: (a) you materially breach these Terms; (b) you fail to pay undisputed Fees after 14 days' notice; (c) you become insolvent, enter administration, or make an arrangement with creditors; or (d) we are required to do so by law.

6.3 Upon termination for any reason, your right to access the Service ceases immediately. Your Customer Data will be available for export for 90 days following termination, after which it will be deleted in accordance with our Privacy Policy.

6.4 Consumer right of withdrawal. If you are a consumer (as defined in the Consumer Rights Act 2015), you have a statutory right to cancel within 14 days of first subscribing. If you have already used the Service during those 14 days, you may still cancel but we may charge a pro-rata amount for usage.

7. Intellectual Property

7.1 We retain all intellectual property rights in the Service, including all software, trade marks, logos, databases and documentation. Nothing in these Terms transfers any IP rights to you.

7.2 You retain all intellectual property rights in your Customer Data. You grant us a limited, worldwide, non-exclusive licence to host, copy, transmit and display Customer Data solely to the extent necessary to provide the Service.

7.3 You must not use our trade marks, logos or brand assets without our prior written consent.

8. Data Protection

8.1 Each party shall comply with its obligations under UK GDPR and the Data Protection Act 2018.

8.2 Where Hidbrain Ltd processes Customer Data as a data processor on your behalf, the terms of our Data Processing Agreement (“DPA”) — available at legal@hidbrain.com — are incorporated by reference and shall take precedence over these Terms to the extent of any conflict on data protection matters.

8.3 You warrant that you have a lawful basis (Article 6 UK GDPR) to provide any personal data within Customer Data to us, and that doing so does not violate any applicable law or third-party rights.

8.4 Our full privacy practices are described in our Privacy Policy.

9. Confidentiality

Each party shall keep confidential the other's non-public business information (“Confidential Information”) and use it only for the purposes of these Terms. This obligation does not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party; (c) is received from a third party free of restriction; or (d) must be disclosed by law or court order, provided the disclosing party gives reasonable prior notice where permitted.

10. Warranties & Disclaimer

10.1 We warrant that: (a) the Service will perform materially as described in our documentation; and (b) we will implement appropriate security measures in accordance with Article 32 UK GDPR.

10.2 Except as expressly stated, the Service is provided “as is”. To the fullest extent permitted by law (including the Consumer Rights Act 2015 for consumers), we disclaim all implied warranties including merchantability, fitness for a particular purpose, and non-infringement.

10.3 The Service is not a substitute for legal or financial advice. Contract data extracted or summarised by the Service does not constitute legal advice. You should consult a qualified solicitor or other professional for matters of legal significance.

11. Limitation of Liability

11.1 Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law (including the Consumer Rights Act 2015).

11.2 Subject to clause 11.1, our total aggregate liability to you in any 12-month period (whether in contract, tort including negligence, or otherwise) shall not exceed the greater of: (a) the total Fees paid by you in the 12 months preceding the claim; or (b) $100.

11.3 Subject to clause 11.1, neither party shall be liable for: loss of profits; loss of revenue or business; loss of anticipated savings; loss of goodwill; loss of data; or indirect or consequential losses — even if advised of the possibility of such losses.

Note: If you are a consumer, these limitations apply only to the extent permitted by the Consumer Rights Act 2015 and do not affect your statutory rights.

12. Indemnification

You agree to indemnify and hold Hidbrain Ltd harmless from any third-party claims, damages, losses and costs (including reasonable legal fees) arising from: (a) your use of the Service in violation of these Terms; (b) Customer Data that infringes third-party rights or violates applicable law; or (c) your breach of any data protection obligation under Section 8.

13. Force Majeure

Neither party will be liable for any failure or delay in performance caused by events beyond their reasonable control, including acts of God, pandemic, flood, fire, war, terrorism, cyber-attack by a third party, failure of the internet or telecommunications infrastructure, or government action (“Force Majeure Event”). The affected party must promptly notify the other and use reasonable efforts to mitigate the impact. If the Force Majeure Event continues for more than 60 days, either party may terminate these Terms on written notice.

14. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email at least 30 days before they take effect. If you do not accept the revised Terms, you may cancel your subscription before the effective date. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.

15. General

15.1 Entire Agreement. These Terms, together with the Privacy Policy and any DPA, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter.

15.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect.

15.3 Waiver. Failure to enforce any provision is not a waiver of future enforcement rights.

15.4 Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights to any successor entity in connection with a merger or acquisition.

15.5 Notices. Contractual notices must be in writing. Notices to us should be sent to legal@hidbrain.com. We will send notices to the email address on your Account.

15.6 Third Party Rights. The Contracts (Rights of Third Parties) Act 1999 is excluded; no third party has any right to enforce these Terms.

16. Governing Law & Dispute Resolution

16.1 These Terms are governed by and construed in accordance with the laws of England and Wales.

16.2 The parties shall use their best endeavours to resolve any dispute amicably. If the parties cannot resolve a dispute within 30 days of written notice, either party may refer the matter to the exclusive jurisdiction of the courts of England and Wales.

16.3 If you are a consumer resident in Scotland or Northern Ireland, you may also bring proceedings in the courts of your country of residence.

16.4 If you are a consumer, you also have the right to use the EU Online Dispute Resolution platform at ec.europa.eu/consumers/odr, although this platform may have limited scope post-Brexit.

17. Contact